Middle Village Community Development District 475 West Town Place Suite 114 St. Augustine, Florida 32092 February 26, 2018 Board of Supervisors Middle Village Community Development District Staff Call In # 1-800-264-8432 Code 145824 Dear Board Members: The Middle Village Community Development District Continued Board of Supervisors Meeting is scheduled for Monday, March 5, 2018 at 9:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065. Following is the advance agenda for the meeting: I. Roll Call II. Audience Comments III. Financing Matters A. Consideration of Supplemental Assessment Methodology Report B. Consideration of Resolution 2018-01, Declaring Special Assessments C. Consideration of Resolution 2018-02, Setting a Public Hearing D. Consideration of Engagement Letter with Greenberg Traurig for Bond Counsel Services IV. Other Business V. Audience Comments / Supervisor s Requests VI. Next Scheduled Meeting March 12, 2018 @ 6:00 p.m. at the Plantation Oaks Amenity Center VII. Adjournment
I look forward to seeing you at the meeting. If you have any questions, please feel free to call. Sincerely, James A. Perry James A. Perry District Manager
THIRD ORDER OF BUSINESS
A.
DRAFT Middle Village Community Development District Supplemental Special Assessment Methodology Report for the Special Assessment Refunding Bonds, Series 2018-1 and 2018-2 March 5, 2018 Prepared by Governmental Management Services, LLC
Table of Contents 1.0 Executive Summary... 2 2.0 The Series 2018 Bonds... 3 3.0 Allocation Methodology... 4 4.0 Assessment Rolls... 4... 5.0 Appendix Table 1 Development Program..5 Table 2 Series 2018 Bonds Sources and Uses of Funds..6 Table 3 Allocation of Series 2018 Par Debt per Unit..7 Table 4 Allocation of Series 2018 Annual Assessments per Unit 8 Table 5 Assessment Roll... 9 ii
1.0 Executive Summary This Supplemental Special Assessment Methodology Report provides a methodology for allocating the Special Assessment Refunding Revenue Bonds, Series 2018-1 and 2018-2 (the Series 2018 Bonds ) consistent with the methodology adopted by the Middle Village Community Development District ( Middle Village CDD or District ) in the issuance of the Series 2004A and Series 2008A Bonds. This 2018 Supplemental Special Assessment Methodology Report is consistent with the allocation of the Series 2004A and 2008A Bond debt to properties based upon the special benefits each receives from the infrastructure program. This report is designed to conform to the requirements of Chapters 170,190 and 197 Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject. This report also supplements and is consistent with the District s Master Assessment Methodology Report dated December 29, 2003 and the District s Supplemental Assessment Report for the Series 2004A Bonds dated January 29, 2004 and the Series 2008A Bonds dated September 29, 2008. The Middle Village Community Development District consists of approximately 995 acres in Clay County, Florida. The total planned development for the District is 1,059 single-family residential homes, 2,098 multi-family homes, and approximately 330,000 square feet of office/retail. Certain landowners have paid off the Bond Debt associated with all or a portion of the residential and office/retail components of the development. The Series 2018 Bonds are applicable to the development units which have 2004A and 2008A assigned debt. On February 10,2004, the District issued Special Assessment Bonds, Series 2002A (the Series 2004A Bonds ) totaling $35,810,000 with varying interest rates of 5.8% to 6% or a 30 year term. On February 9,2008, the District issued Special Assessment Bonds, Series 2008A (the Series 2008A Bonds ) totaling $2,840,000 with varying interest rates of 6.75% to 6.875% for a 30 year term.
The Board of Supervisors adopted on March 5, 2018 Resolution 2018- approving the sale and terms of the District issuing its Special Assessment Refunding Revenue Bonds, Series 2018 and supplemental assessment roll. Proceeds from the sale of the Series 2018 Bonds will be used to (i) currently refund and redeem all of the outstanding principal amount of the Series 2004A and 2008A Bonds; (ii) pay certain costs associated with the issuance of the Series 2018 Bonds; and (iii) make deposits into the reserve account. The refunding will result in a lower interest rate thereby reducing annual assessments certified for collection by the District from owners of property subject to the Series 2004A and 2008A Assessments. In anticipation of the District s issuance of the Series 2018 Bonds, this Supplemental Special Assessment Methodology Report for the Series 2018 Bonds has been prepared for the purpose of (i) confirming the benefit inuring to real property in the Series 2004A and 2008A Assessment Area; and (ii) revising the Series 2004A and 2008A Assessments to reflect the financing terms of the Series 2018 Bonds, the repayment of which the Series 2004A and 2008A Assessments shall be pledged to upon closing (as revised, the Series 2018 Assessments ). 2.0 The Series 2018 Bonds The type of refunding being contemplated by the District will be accomplished through a private placement with Hancock Bank for the Series 2018-1while the Series 2018-2 will take place in a separate public offering. The Series 2018 Bonds are structured in a senior / subordinate structure. The Series 2018 Bonds will be secured by assessments levied on the same area as the Series 2004A and 2008A Bonds. As described above, the Series 2018 Bonds will be used to refund the Series 2004A and 2008A Bonds presently outstanding in the par amount of $25,580,000. Proceeds from the sale of the Series 2018 Bonds and funds available by liquidating various accounts are as follows: Series 2004A and 2008A Revenue Account $2,117,118, the Series 2004A and 2008A Reserve Fund $875,313, the Series 2004A and 2008A 2
Construction fund $511,696, the Series 2004A and 2008A interest Fund $29,021 and the 2004A Prepayment Account of $988,397. These monies will be used to (i) make a cash deposit into the refunding escrow account; (ii) fund the debt service reserve account; (iii) fund interest due on November 1, 2018; (iv) fund the cost of issuance; (v) fund the bank commitment fee and (Vi) account for the underwriter s discount. A description of the sources and uses of fund is attached hereto as Table 2 and incorporated by reference herein. The Series 2018-1 Bonds are structured as senior term bonds with a principal balance of $22,900,000 and a projected average coupon interest rate of 4.09%. Debt Service on the term bonds will begin on November 1, 2018 with principal amortization beginning on May 1, 2019 continuing through May 1, 2035. The Series 2018-2 Bonds are structured as subordinated term bonds with a principal balance of $2,805,000 and a projected average coupon interest rate of 5.00%. Debt Service on the term bonds will begin on November 1, 2018 with principal amortization beginning on May 1, 2019 continuing through May 1, 2035. The maximum annual debt service assessment revenues necessary for debt service on the Series 2018-1 and 2018-2 Bonds is $2,116,426 inclusive of principal, interest but net of collection costs, and early payment discounts. This is based on a total par issue of $25,705,000 with an April 25, 2018 issue date and final maturity as of May 1, 2035. 3.0 Allocation Methodology In the Engineers Report dated October 28,2003 and the Supplemental Report for the Series 2004 Bonds dated January 29, 2004 by England, Thims and Miller, Inc. estimated that it would cost approximately $27,050,000 to construct and or acquire the 2004 and 2008 Project for Master infrastructure. Construction and/ or acquisition of improvements comprising the 2004 Project and the 2008 Project continue to provide 3
special benefit to real property within the Series 2004A and 2008A Assessment Area that meets or exceeds the cost to finance, construct and/or acquire the 2004 and 2008 projects, and the fair and reasonable allocation of the Series 2004A and 2008A Assessments based upon the methodology set forth in the Series 2004A and 2008A Assessment Report and Table 4 attached hereto is hereby confirmed. The allocation of the Series 2018 Assessments as set forth herein will result in the District annually certifying for collection special assessments in the amounts set forth on Table 5 the Assessment roll. As part of the refinancing a non-performing multi-family parcel is being structured into a planned development of 55 single family units. No debt will be allocated to the 55 unit development but annual assessments of $997.38 /unit will be assessed. Upon the final pricing of the Series 2018 Bonds a calculation will be conducted to determine the benefit amount per lot related to the 55 unit development to be utilized for prepayment or payoff calculations on these lots. 4.0 Assessment Rolls Assessment rolls reflecting the allocation of special assessments securing repayment of the Series 2018 Bonds are attached hereto as Table 5. 4.1 Additional Stipulations Certain financing, development, and engineering data was provided by members of District staff and/or the Landowner. The allocation methodology described herein was based on information provided by those professionals. Governmental Management Services, LLC makes no representations regarding said information transactions beyond restatement of the factual information necessary for compilation of this report. For further information about the Series 2018 Bonds, please refer to the Indentures. 4
Table 1 Middle Village Community Development District Land Use Land Size Land Use Gross Acres % of Total Residential 759 63.10% Commercial, Office Space 20 1.66% Recreational parks, Open Space, 391 32.50% Wetlands, Rights of Way School, Library Sites 33 2.74% Total 1,203 100.00% Prepared By: Governmental Management Services, LLC
Table 2 Middle Village Community Development District Series 2018-1 & 2 Special Assessment Refunding Bonds- Sources and Uses of Funds Sources: 2018-1 2018-2 Bond Proceeds - Par Amount $22,900,000 $2,805,000 Original Issue Discount $0 -$66,549 Liquidation of Prepayment Account $988,397 $0 Liquidation of 04/08 Interest Account $29,021 $0 Liquidation of 04/08 Revenue Account $1,905,407 $211,712 Liquidation of 04/08 Construction Fund $460,526 $51,169 Liquidation of 04/08 Reserve Fund $787,781 $87,531 Total Sources of Funds $27,071,132 $3,088,863 Uses: Refunding escrow deposit $25,551,512 $2,822,952 Debt Service Reserve Fund 20% of MADS $373,958 $0 Interest to 11/1/2018 $458,923 $72,462 Debt Service Reserve Fund 50% of MADS $0 $123,688 Cost of Issuance $343,239 $27,686 Underwriter's Discount $343,500 $42,075 Total Uses of Funds $27,071,132 $3,088,863 Average Coupon Interest Rate 4.09% 5.00% Term 17 years remain 17 years rema Prepaid Interest 11/1/18 11/1/18 Prepared By: Governmental Management Services, LLC
Table 3 Middle village Community Development District Allocation of Series 2018-1 & 2 Par Debt per Unit Land Use Original Current Series Series Debt Increase Current Series 2018 2004A / 2008A 2004A / 2008A Current 2018-1 & 2 2018-1 & 2 Per Unit With Debt Units Debt Units Debt Per Unit Debt Per Unit Balance Debt Per Unit Debt Refinancing Single family 1,053 1,053 $13,786.68 $10,391.15 $10,941,875.94 $11,266.89 $11,864,033.82 $875.74 Multi Family 1,572 1,370 $9,771.37 $7,609.89 $11,962,753.32 $7,985.50 $10,940,135.57 $375.61 Commercial / Office 330,000 ft 330,000 ft $10,756.26 $8.11 $2,675,357.23 $9.67 $2,900,830.61 $1.56 Total $25,579,986.49 $25,705,000.00 $1,252.91 (1) Include 4% provision for early payment discount and 2% collection costs for St Johns County. (2) It is anticipated that phase 2 in Assessment Area 2 with 401 units will fully absorb the Series 2017A and 2017B Bonds. Prepared By: Governmental Management Services, LLC
Table 4 Middle Village Community Development District Allocation of Series 2018-1 & 2 Annual Assessment per Unit Land Use Original Series Reducion in Series 2018 2004A/2008A 2018-1 & 2 Assessments Debt Units Assessments Assessments with Refunding Single family 1,053 $997.41 $927.66 -$69.75 Multi Family 1,370 $706.92 $657.49 -$49.43 Commercial / Office 330,000 ft $0.78 $0.72 -$0.05 Total 332,423 1. Annual Assessments based upon MADS net of 2% collection costs and 4% early payment discount. Prepared By: Governmental Management Services, LLC
B.
RESOLUTION 2018-01 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION. WHEREAS, the Middle Village Community Development District (the District ) is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the Act ), established by Ordinance Number 2003-88, enacted by the Board of County Commissioners of Clay County, Florida and effective on October 16, 2003; and WHEREAS, the District previously issued its Series 2004A Special Assessment Bonds in the par amount of $35,810,000 (the Series 2004 Bonds ) and levied special assessments to the secure the Series 2004 Bonds (the 2004 Assessments ); and WHEREAS, the District previously issued its Series 2008A Special Assessment Bonds in the par amount of $2,840,000 (the Series 2008 Bonds ) and levied special assessments to the secure the Series 2008 Bonds (the 2008 Assessments ); and WHEREAS, the District has determined that it is in the best interest of the District and its residents to refund and reissue the Series 2004 Bonds and the Series 2008 Bonds in order to reflect the current economic environment and take advantage of interest rate savings; and WHEREAS, the District previously adopted its Engineer s Report, as amended (the Engineer s Report), which details the improvements that have been or will be constructed, installed and/or acquired by the District (the Improvement Plan ), incorporated herein by reference; and WHEREAS, it is in the best interests of the District to continue to pay the cost of the improvements as described in the Improvement Plan through the levy of special assessments pursuant to Chapters 170 and 190, Florida Statutes (the 2018 Assessments ); and WHEREAS, notwithstanding the District s adoption of this resolution to begin the process of 1
levying the 2018 Assessments, the 2004 Assessments and the 2008 Assessments proposed to be restructured shall remain valid and binding until such time as the District levies the 2018 Assessments and issues new bonds, which may be issued in multiple series, to be secured by the 2018 Assessments; and WHEREAS, the District is empowered by Chapter 190, Florida Statutes, the Uniform Community Development District Act, and Chapter 170, Florida Statutes, Supplemental Alternative Method of Making Local and Municipal Improvements, and Chapter 197, Florida Statutes, to continue implementation of Improvement Plan and to levy the 2018 Assessments; and WHEREAS, the District hereby determines that benefits will accrue to the property improved, the amount of those benefits, and that special assessments will be made in proportion to the benefits received as set forth in the District s Adopted Master Assessment Methodology, dated December 29, 2003, as supplemented by its Supplemental Assessment Report, Series 2008A Bonds, dated September 8, 2008, as further supplemented by its Supplemental Assessment Report, Series 2018A-1 and Series 2018A-2Bonds, dated, 2018 attached hereto as Composite Exhibit A incorporated herein by reference (the Assessment Report ), and on file at c/o Governmental Management Services, 475 West Town Place, Suite 114, St. Augustine, Florida 32092 ( District Records Office); and WHEREAS, this Resolution shall serve as the resolution required to declare special assessments contemplated by section 170.03, Florida Statutes, for the assessment lien(s) levied against certain property as described in Composite Exhibit A that collectively comprise the 2018 Assessments; and WHEREAS, the District hereby determines that the 2018 Assessments to be levied will not exceed the benefits to the property improved. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT: Section 1. The 2018 Assessments shall be levied to defray the cost of the improvements described in the Improvement Plan (the Improvements ). Section 2. The nature and general location of, and plans and specifications for, the Improvements are on file at the District Records Office. Composite Exhibit A is also on file and available for public inspection at the same location. Section 3. The total cost of the Improvements is $ (hereinafter, referred to as the Estimated Cost ). Section 4. The 2018 Assessments will collectively defray approximately $ which includes a portion of the Estimated Cost plus financing related costs, capitalized interest, debt service reserve and contingency, as applicable. 2
Section 5. The manner in which the 2018 Assessments shall be apportioned and paid is set forth in Composite Exhibit A. Section 6. The 2018 Assessments shall be levied, within the District, on certain lots and lands adjoining and contiguous or bounding and abutting upon such improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for. Section 7. There is on file, at the District Records Office an assessment plat showing the areas to be assessed, with certain plans and specifications describing the Improvements and the Estimated Cost of the Improvements, all of which shall be open to inspection by the public. Section 8. Commencing with the year in which the 2018 Assessments are certified for collection, the 2018 Assessments shall be paid in not more than eighteen (18) annual installments or the maximum period of time permitted by law then in effect. The 2018 Assessments may be payable at the same time and in the same manner as are ad-valorem taxes and collected pursuant to Chapter 197, Florida Statutes (the Uniform Method ); provided, however, that in the event the Uniform Method is not available to the District in any year, or if determined by the District to be in its best interest, the 2018 Assessments, or any portion thereof, may be collected as is otherwise permitted by law. Section 9. The District Manager has caused to be made a preliminary assessment roll, in accordance with the Assessment Report, attached as Exhibit B hereto, which shows the lands assessed, the amount of benefit to and the assessment against each parcel of land and the number of annual installments into which the assessment may be divided, which is hereby adopted and approved as the District s Preliminary Supplemental Assessment Roll. Section 10. The Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the assessments or the making of the Improvements, the cost thereof, the manner of payment therefor, or the amount thereof to be assessed against each property as improved. Section 11. The District Manager is hereby directed to cause this resolution to be published twice (once a week for two (2) weeks) in a newspaper of general circulation within Clay County, Florida, and to provide such other notice as may be required by law or desired in the best interests of the District. Section 12. This Resolution shall become effective upon its passage. PASSED AND ADOPTED this 5th day of March, 2018. 3
Attest: MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT Secretary Chairperson, Board of Supervisors Comp. Exhibit A: Exhibit B: Adopted Master Assessment Methodology, dated December 29, 2003, as supplemented by its Supplemental Assessment Report, Series 2008A Bonds, dated September 8, 2008 as supplemented by its Supplemental Assessment Report, Series 2018A-1 and Series 2018A-2Bonds, dated, 2018 Preliminary Assessment Roll 4
C.
RESOLUTION 2018-02 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT SETTING A PUBLIC HEARING TO BE HELD ON APRIL 9, 2018 AT 2:00 P.M. AT THE PLANTATION OAKS AMENITY CENTER, 845 OAKLEAF PLANTATION PARKWAY, ORANGE PARK, FLORIDA 32065, FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON IMPOSING SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN THE DISTRICT GENERALLY DESCRIBED AS THE MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT IN ACCORDANCE WITH CHAPTERS 170, 190 AND 197, FLORIDA STATUTES. WHEREAS, the Board of Supervisors of the Middle Village Community Development District, (the Board ) has previously adopted Resolution 2018-01, entitled A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION. WHEREAS, in accordance with Resolution 2018-01, a Preliminary Supplemental Assessment Roll has been prepared and all other conditions precedent set forth in Chapters 170, 190 and 197, Florida Statutes, to the holding of the aforementioned public hearing have been satisfied, and the roll and related documents are available for public inspection at Governmental Management Services, 475 West Town Place, Suite 114, St. Augustine, Florida 32092 ( District Records Office ). 1
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT: 1. There is hereby declared a public hearing to be held at 2:00 P.M., April 9, 2018, at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation, Orange Park, Florida 32065, for the purpose of hearing comment and objections to the proposed special assessment program for District improvements as identified in the Preliminary Supplemental Assessment Roll, a copy of which is on file. Affected parties may appear at that hearing or submit their comments in writing prior to the hearing to the office of the Governmental Management Services, 475 West Town Place, Suite 114, St. Augustine, Florida 32092. 2. Notice of said hearing shall be advertised in accordance with Chapters 170, 190 and 197, Florida Statutes, and the District Manager is hereby authorized and directed to place said notice in a newspaper of general circulation within Clay County (by two publications one week apart with the first publication at least twenty (20) days prior to the date of the hearing established herein). The District Manager shall file a publisher's affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give thirty (30) days written notice by mail of the time and place of this hearing to the owners of all property to be assessed and include in such notice the amount of the assessment for each such property owner, a description of the areas to be improved and notice that information concerning all assessments may be ascertained at the District Records Office. The District Manager shall file proof of such mailing by affidavit with the District Secretary. 3. This Resolution shall become effective upon its passage. PASSED AND ADOPTED this 5th day of March, 2018. ATTEST: MIDDLE VILLAGE COMMUNITY DEVELOPMENT DISTRICT Secretary / Asst. Secretary Chairperson 2
D.